7 May 2009 12:49
The announcement text is unchanged and is reproduced in full below.
FOR IMMEDIATE RELEASE
7 May 2009
P.G. HOLDINGS S.A.
Proposal relating to a placing of new ordinary shares in Panmure Gordon & Co. plc at a subscription price of 28 pence per share
SPQR Capital LLP, acting as adviser on behalf of P.G. Holdings S.A. ("PGH"), today announces that PGH has approached the Board of Panmure Gordon & Co. plc (the "Company") with a view to participating in a placing of new ordinary shares in the Company representing not less than 43 per cent. of its fully diluted share capital (excluding out of the money options and shares held in treasury) at an issue price of not less than 28 pence per ordinary share (the "Proposal"). The Proposal would represent a total aggregate subscription in an amount not less than £17,400,000.
The proposed subscription price of 28 pence per share represents a 16.7 per cent. increase on the subscription price at which BlueGem Water Holding B.V. has offered to subscribe for a similar interest in the Company, subject to shareholder approval at a general meeting to be held on 8 May 2009. The Proposal is also less dilutive to existing shareholders in the Company than the proposal currently being put to shareholders.
The Proposal would include the appointment of Bertrand des Pallieres as executive chairman of the Company, in addition to two non-executive directors to be nominated by PGH.
Bertrand des Pallieres is a director and sole shareholder of PGH and is the founder and CEO of SPQR Capital. He was formerly global co-head of Principal Finance at Deutsche Bank and a member of Deutsche Bank's Global Market Leadership Group. Before joining Deutsche Bank in 2005, Bertrand spent 13 years at JPMorgan and was one of the key individuals behind JPMorgan's leadership in derivatives. His final role there was global head of structured credit, regional EMEA co-head of Sales and head of derivatives structuring for equities and fixed income. Bertrand has extensive experience of running very large origination, structuring, trading and distribution teams in competitive markets. He also has experience of running complex governance and reputational risk processes.
PGH believes that the particular skills and expertise it can deliver will allow the Company to develop further strengths in existing and additional areas of activity, in particular in mergers and acquisitions advisory, fixed income, debt advisory and by broadening its stockbroking activities in both the UK and the US.
The Proposal would require the support of the Board of the Company and is conditional, among other things, upon shareholder approval of a waiver of any obligation which would otherwise be imposed on PGH or any person acting in concert with PGH under Rule 9 of the Takeover Code. PGH reserves the right to amend the terms of the Proposal, including without limitation the aggregate amount to be subscribed and the relevant price per new ordinary share, either if such amendments are recommend by the Board of the Company or where such amendments would include an increase in the amount to be subscribed or in the relevant price per new ordinary share.
Bertrand des Pallieres and Laurence Sudwarts, the directors of PGH, accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of Bertrand des Pallieres and Laurence Sudwarts (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
THE PROPOSAL IS FOR A SUBSCRIPTION OF NEW SHARES IN THE COMPANY AND IS NOT A TAKEOVER OFFER. THE PROPOSAL REQUIRES THE SUPPORT OF THE BOARD OF THE COMPANY AND THERE CAN BE NO CERTAINTY THAT THE PROPOSAL WILL PROCEED EVEN IF THE CONDITIONS DISCUSSED HEREIN ARE SATISFIED OR WAIVED.
SPQR Capital LLP, which is regulated by the Financial Services Authority for the conduct of business in the UK, is acting exclusively for PGH and for no one else in connection with the matters described herein and will not be responsible to anyone other than PGH for providing the protections afforded to customers of SPQR Capital LLP, or for advising any other person on the contents of this announcement or any matter referred to herein.